GOVERNANCE
ered independent by the Board of
Directors at the time of their election
has been set by the Board at three
years. Unless otherwise decided by
the Board, a person who is up for
election to the Board and who would
turn age 70 during the Company's
standard director term length may
instead be elected to a term that
would expire at the ordinary gen
eral meeting occurring in the year
in which such director would turn
70. Directors may be removed from
office at any time by a majority vote
at any meeting of shareholders.
The Ordinary General Meeting held
on May 24, 2012 decided to appoint
Ms. Shari L. Ballard as director for
a term of three years, and to renew
the director's mandate of (i) Mr.
Pierre-Olivier Beckers and Mr. Didier
Smits each for a term of three years,
and (ii) Ms. Claire H. Babrowski for a
term of four years.
Count Georges Jacobs and Mr. Rob
ert J. Murray have reached the
retirement age set by the Board and
therefore determined not to stand
for renewal when their current man
date expired at the Ordinary Gen
eral Meeting held on May 24, 2012.
Proposed Appointment
of New Director
Upon recommendation of the
Remuneration and Nomination
Committee, the Board will propose
the appointment of Ms. Elizabeth
Doherty as director for a term of
three years to the shareholders at
the Ordinary General Meeting to be
held on May 23, 2013.
Ms. Doherty began her career with
Unilever in 1979 as an assistant
auditor and then spent the following
22 years serving the organization,
assuming positions of increasing
responsibility in audit, accounting,
supply chain, commercial opera
tions, and finance in multiple coun
tries across Europe and Asia. She
left Unilever as Senior Vice President
Finance, Central Eastern Europe in
2001 to enlist with Tesco as its Group
International Finance Director where
she led that function for six years.
In 2007 she joined Brambles Indus-
tries as its Chief Financial Officer and
most recently served as CFO of Reckitt
Benckiser, from 2011 to 2013. In addi
tional to her executive experience
she has also served on the Boards of
both Brambles Industries and Reckitt
Benckiser as well as that of SABMiller.
Ms. Doherty graduated from the Uni
versity of Manchester, in the United
Kingdom with a Bachelor of Science
(Honors) in Liberal Studies in Science
(Physics). She also is a Fellow of the
Chartered Institute of Management
Accountants in the United Kingdom
Independence of Directors
In March 2013, the Board of Direc
tors considered all criteria applicable
to the assessment of independence
of directors under the Belgian Com
panies Code, the Belgian Code on
Corporate Governance and the New
York Stock Exchange (NYSE) rules.
Based on the information provided
by all directors regarding their rela
tionships with Delhaize Group, the
Board of Directors determined that all
directors, with the exception of Chief
Executive Officer Pierre-Olivier Beck
ers, Mr. Hugh G. Farrington and Mr.
Didier Smits, are independent under
the criteria of the Belgian Companies
Code, the Belgian Code on Corporate
Governance and the NYSE rules.
Based on determinations made up to
and including the Ordinary General
Meeting of 2012, the shareholders
have determined that all current direc
tors are independent under the criteria
of the Belgian Companies Code, with
the exception of the directors men
tioned above. Such determinations
have been made upon a director's
election or re-election to the Board by
an Ordinary General Meeting.
Didier Smits (effective May 2009) is
no longer independent under the cri
teria of the Belgian Companies Code
because he has served on the Board
of Directors as a non-executive direc
tor for more than three consecutive
terms. Hugh G. Farrington (effective
May 2011) is not independent under
the criteria of the Belgian Companies
Code because he was compensated
until 2003 as an executive of the Com
pany's subsidiary Hannaford Brothers.
The Board of Directors considered
all criteria applicable to the assess
ment of independence of direc
tors under the Belgian Companies
Code, the Belgian Code on Cor
porate Governance and the New
York Stock Exchange (NYSE) rules
and determined that, based on the
information provided by Ms. Eliza
beth Doherty, she qualifies as inde
pendent under all these criteria. At
the Ordinary General Meeting of
May 23, 2013, the Board will propose
that the shareholders acknowledge
that Ms. Elizabeth Doherty is inde
pendent within the meaning of the
Belgian Companies Code.
Committees of the Board
of Directors
The Board of Directors has two
standing committees: the Audit Com
mittee and the Remuneration and
Nomination Committee. The table on
page 39 provides an overview of the
membership of the standing com
mittees of the Board of Directors. The
committees annually review their
Terms of Reference and recommend
any proposed changes to the Board
of Directors for approval.
Audit Committee
The Audit Committee was set up
by the Board to assist the Board in
monitoring the integrity of the finan
cial statements of the Company, the
Company's compliance with legal
and regulatory requirements, the
Statutory Auditor's qualification and
independence, the performance of
the Company's internal audit func
tion and Statutory Auditor, and the
Company's internal controls and
risk management. The Audit Com
mittee's specific responsibilities are
set forth in the Terms of Reference
of the Audit Committee, which are
attached as Exhibit B to the Compa
ny's Corporate Governance Charter.
The Audit Committee is composed
solely of non-executive directors,
and all of them are independent
pursuant to the Belgian Companies
Code, the Belgian Code on Corpo
rate Governance, the SEC rules and
the NYSE rules. The members of the
Audit Committee are appointed by
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